In Which A Former Hassan Protégé’s M&A Non-Disclosure Decisions… Draw A Stern Rebuke, At SEC — Causing A $15 Million Civil Fine…

This breaking SEC enforcement news should come as no surprise, whatsoever — not to our regular readers, at least. This afternoon, by agreed order, the SEC has imposed a $15 million civil penalty/fine on the company then run by this former Fast Fred Hassan protégé. The charge (and agreed infraction)? Failure to timely and adequately disclose the status of ongoing M&A negotiations.

Sounds. . . familiar, doesn’t it? Indeed it does. . . . Here’s a bit — from the agreed SEC “cease and desist” order, of this afternoon:

. . . .On June 27, 2014, after receiving the Tender Offer on June 18, Respondent’s chief executive officer sent an email to Company A’s chief executive officer, setting up a call to speak. They spoke on July 1, 2014 about a potential acquisition of Company A by Respondent and agreed to meet in person. On July 29, 2014, Respondent proposed to acquire Company A for $180 per share, subject to the satisfactory completion of due diligence. This was the first time that Respondent had made a proposal to purchase Company A for a specific price. . . .

Respondent never disclosed or otherwise amended its June 23, 2014 Schedule 14D-9 to provide shareholders with information about its negotiations with Company A. . . .

Now you know. Some things just never change. But some things. . . do. Smile. . . .

नमस्ते

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